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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
Unisource Worldwide, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 13-15369500
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(Jurisdiction of incorporation or organization) (IRS Employer
Identification No.)
1100 Cassatt Road
Berwyn, Pennsylvania 19312
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a If this form relates to the
class of debt securities and is effective registration of a class of debt
upon filing pursuant to General securities and is to become
Instruction A(c)(1), please effective simultaneously with the
check the following box. [ ] effectiveness of a concurrent
registration statement under
the Securities Act of 1933
pursuant to General Instruction
A(c)(2), please check the
following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Stock New York Stock Exchange
Purchase Rights Philadelphia Stock Exchange
Chicago Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1 is hereby amended and restated in its entirety to read in full as
follows:
Item 1. Description of the Registrant's Securities to be Registered.
On December 12, 1996, the Board of Directors of Unisource Worldwide, Inc.
(the "Company") declared a dividend distribution of one right (a "Right") for
each outstanding share of Common Stock (each, a "Common Share") of the Company
to stockholders of record at the close of business on December 31, 1996. Each
Right entitles the registered holder to purchase from the Company a unit
consisting of one one-hundredth of a share (a "Unit") of the Series A Junior
Participating Preferred Stock, par value $.001 per share, of the Company (the
"Preferred Shares"), or a combination of securities and assets of equivalent
value, at a Purchase Price of $80 per Unit, subject to adjustment (the
"Purchase Price"). The description and terms of the Rights are set forth in a
Rights Agreement (as amended from time to time, the "Rights Agreement") between
the Company and National City Bank, as Rights Agent.
Initially, ownership of the Rights will be evidenced by the Common Share
certificates representing shares then outstanding, and, except as noted below,
no separate Rights Certificates will be distributed and Rights will attach to
and trade with the Common Shares. The Rights will separate from the Common
Shares and a distribution date will occur (the "Distribution Date") upon the
earlier of (i) ten business days following a public announcement that a person
or group of affiliated or associated persons (an "Acquiring Person") has
acquired, or obtained the right to acquire, beneficial ownership of 20% or more
of the outstanding Common Shares (the "Stock Acquisition Date"), or (ii) within
ten business days (or such later date as may be determined by the Board of
Directors prior to such time as any person or group of affiliated or associated
persons becomes an Acquiring Person) following the commencement of a tender
offer or exchange offer that would result in a person or group (excluding the
Company and its subsidiaries and benefit plans) beneficially owning 20% or more
of the outstanding Common Shares. Until the Distribution Date, the Rights will
be evidenced by the Common Share certificates and will be transferred with and
only with such Common Share certificates. Therefore, the surrender for transfer
of any certificates for Common Shares outstanding will also constitute the
transfer of the Rights associated with the Common Shares represented by such
certificate.
The Rights are not exercisable until the Distribution Date and will expire
at the close of business on November 8, 2006, unless earlier redeemed by the
Company as described below or unless a transaction under Section 13(d) of the
Rights Agreement has occurred.
Except in the circumstances described below, after the Distribution Date
each Right will be exercisable into one one-hundredth of a Preferred Share (a
"Preferred Share Fraction"). Each Preferred Share Fraction carries voting and
dividend rights that are intended to produce the equivalent of one Common
Share. The voting and dividend rights of the Preferred Shares are subject to
adjustment in the event of dividends, subdivisions and combinations with
respect to the Common Shares of the Company. In lieu of issuing certificates
for Preferred Share Fractions which are less than an integral multiple of one
Preferred Share (i.e. 100 Preferred Share Fractions), the Company may pay cash
representing the current market value of the Preferred Share Fractions.
In the event that (i) at any time following the Stock Acquisition Date,
the Company is the surviving corporation in a merger with an Acquiring Person
and its Common Shares remain outstanding, (ii) a person, including affiliates
and associates, becomes the beneficial owner of more than 20% of the then
outstanding Common Shares (unless such acquisition is made pursuant to a tender
or exchange offer for all outstanding Common Shares upon terms and conditions
determined by at least a majority of the members of the Board of Directors of
the Company, after receiving advice from one or more nationally recognized
investment banking firms, to be in the best interests of the Company and its
stockholders (a "Qualifying Offer")), (iii) an Acquiring Person, at any time
following the Stock Acquisition Date, engages in one or more "self-dealing"
transactions, as set forth in the Rights Agreement or (iv) during such time as
there is an Acquiring Person an event occurs that results in such Acquiring
Person's ownership interest being increased by more than one percent (e.g., a
reverse stock split), each holder of a Right will thereafter have the right to
receive, upon exercise, Common Shares (or, in certain
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circumstances, cash, property or other securities of the Company) having a
value equal to approximately two times the exercise price of the Right. In lieu
of requiring payment of the Purchase Price upon exercise of the Rights
following any such event, the Company, by action of a majority of the members
of the Board of Directors of the Company in office at the time, may permit the
holders simply to surrender the Rights, in which event they will be entitled to
receive Common Shares (and other property, as the case may be) with a value of
50% of what could be purchased by payment of the full Purchase Price.
Notwithstanding any of the foregoing, following the occurrence of any of the
events set forth in clauses (i), (ii), (iii) or (iv) of this paragraph, all
Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person who was involved in
the transaction giving rise to any such event will be null and void. However,
Rights are not exercisable following the occurrence of any of the events set
forth above until such time as the Rights are no longer redeemable by the
Company as set forth below.
For example, at an exercise price of $80 per Right, each Right not
otherwise voided following an event set forth in the preceding paragraph would
entitle its holder to purchase $160 worth of Common Shares (or other
consideration, as noted above) for $80. Assuming that the Common Shares had a
per share value of $16 at such time, the holder of each valid Right would be
entitled to purchase ten Common Shares for $80. Alternatively, the Company
could permit the holder to surrender each Right in exchange for stock
equivalent to five Common Shares (or cash or other securities with a value of
$80) without the payment of any consideration other than the surrender of the
Right.
In the event that at any time following the Stock Acquisition Date (i) the
Company is acquired in a merger or other business combination transaction in
which the Company is not the surviving corporation (other than a merger that
follows a Qualifying Offer), or (ii) 50% or more of the Company's assets or
earning power is sold, transferred, each holder of a Right (except Rights that
previously have been voided as set forth above) shall thereafter have the right
to receive, upon exercise, common shares of the acquiring company having a
value equal to approximately two times the exercise price of the Right. Again,
provision is made to permit, at the option of the Company, surrender of the
Rights in exchange for one-half of the value otherwise purchasable. The events
set forth in this paragraph and in the second preceding paragraph are referred
to as the "Triggering Events."
Notwithstanding anything in the Rights Agreement to the contrary, (i) no
Distribution Date, Stock Acquisition Date or Triggering Event shall be deemed
to have occurred, (ii) neither UGI Corporation ("UGI"), a Pennsylvania
corporation, nor any of its subsidiaries (collectively, the "Acquisition
Group") shall be deemed to have become an Acquiring Person and (iii) no holder
of Rights shall be entitled to any rights or benefits pursuant to the Rights
Agreement, in each case by reason of (x) the approval, execution, delivery and
performance of the Agreement and Plan of Merger dated as of February 28, 1999
among the Company, UGI and Vulcan Acquisition Corp., a Delaware corporation
(the "Merger Agreement"), by the parties thereto, (y) the approval of the
Merger Agreement by the stockholders of the parties thereto or (z) the
consummation of the transactions contemplated by the Merger Agreement; provided
that in the event that one or more members of the Acquisition Group
collectively become the Beneficial Owner of 20% or more of the Common Shares of
the Company then outstanding in any manner other than as set forth in the
Merger Agreement, the provisions of this paragraph (other than this proviso)
shall not apply.
The Purchase Price payable, and the number of Units of Preferred Shares or
other securities or property issuable upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the
Preferred Shares, (ii) if holders of the Preferred Shares are granted certain
rights or warrants to subscribe for Preferred Shares or convertible securities
at less than the current market price of the Preferred Shares, or (iii) upon
the distribution to holders of the Preferred Shares of evidences of
indebtedness or assets (excluding regular quarterly dividends) or of
subscription rights or warrants (other than those referred to above). Similar
dilution protection exists with respect to transactions affecting Common Shares
similar to those described in clauses (i)-(iii) above.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an adjustment
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in cash will be made based on the market price of the Preferred Shares on the
last trading date prior to the date of exercise.
At any time until ten days following the Stock Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price of $.01 per
Right. That ten day redemption period may be extended by the Board of Directors
so long as the Rights are still redeemable. Immediately upon the action of the
Board of Directors ordering redemption of the Rights, the Rights will terminate
and the only right of the holders of Rights will be to receive the $.01
redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the event that
the Rights become exercisable for Preferred Shares (or other consideration) of
the Company or for common shares of the acquiring company as set forth above.
Other than those provisions relating to the principal terms of the Rights
(i.e., concerning the redemption price, the expiration date of the Rights
Agreement, the purchase price of Rights or the number of Preferred Share
Fractions issuable upon exercise of the Rights), any of the provisions of the
Rights Agreement may be amended by the Board of Directors of the Company prior
to the Distribution Date. After the Distribution Date, the provisions of the
Rights Agreement may be amended by the Board in order to cure any ambiguity, to
make changes that do not adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person), or to shorten or lengthen
any time period under the Rights Agreement; provided, however, that no
amendment to adjust the time period governing redemption shall be made at such
time as the Rights are not redeemable.
A copy of the Rights Agreement has previously been filed with the
Securities and Exchange Commission as an Exhibit to this Registration Statement
on Form 8-A and a copy of Amendment No. 1 to the Rights Agreement dated
February 28, 1999 ("Amendment No. 1") is being filed with the Securities and
Exchange Commission as an Exhibit to this Registration Statement on Form 8-A.
This summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, as amended by
Amendment No. 1, which is incorporated herein by reference.
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Item 2 is hereby amended and restated in its entirety to read in full as
follows:
Item 2. Exhibits
1 Rights Agreement dated as of December 30, 1996 between
Unisource Worldwide, Inc. and National City Bank, as Rights
Agent, which includes, as Exhibit A thereto, the
Resolutions of the Board of Directors with respect to
Series A Junior Participating Preferred Stock and as
Exhibit B thereto, the form of Rights Certificate.*
2 Amendment No. 1 dated as of February 28, 1999 to the Rights
Agreement dated as of December 30, 1996 between Unisource
Worldwide, Inc. and National City Bank.
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* previously filed
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this amendment to its registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
UNISOURCE WORLDWIDE, INC.
By: /s/ Thomas A. Decker
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Name: Thomas A. Decker
Title: General Counsel
Dated: March 2, 1999
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The Exhibit Index is hereby amended and restated in its entirety to read
in full as follows:
1. Rights Agreement dated as of December 30, 1996 between Unisource
Worldwide, Inc. and National City Bank, as Rights Agent, which
includes, as Exhibit A thereto, the Resolution of the Board of
Directors with respect to Series A Junior Participating Preferred
Stock and as Exhibit B thereto, the form of Rights Certificate.*
2. Amendment No. 1 dated as of February 28, 1999 to the Rights Agreement
dated as of December 30, 1996 between Unisource Worldwide, Inc. and
National City Bank.
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* previously filed
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EXHIBIT 2
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1 (this "Amendment"), dated as of February 28, 1999 to the
Rights Agreement dated as of December 30, 1996 between UNISOURCE WORLDWIDE,
INC., a Delaware corporation (the "Company"), and NATIONAL CITY BANK, as Rights
Agent (the "Rights Agent").
W I T N E S S E T H
WHEREAS, concurrently with the execution hereof, the Company has entered
into an Agreement and Plan of Merger among the Company, UGI Corporation, a
Pennsylvania corporation, and Vulcan Acquisition Corp., a Delaware corporation
(the "Merger Agreement"); and
WHEREAS, the Board of Directors of the Company has approved, authorized
and adopted the Merger Agreement and the transactions contemplated thereby and,
subject to certain conditions, is bound to recommend to the stockholders of the
Company the approval and adoption of the Merger Agreement; and
WHEREAS, the Board of Directors of the Company has determined that in
connection with the Merger Agreement and the transactions contemplated thereby,
it is desirable to amend the Rights Agreement dated as of December 30, 1996
between the Company and the Rights Agent (the "Rights Agreement") as set forth
herein; and
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company and
the Rights Agent desire to amend the Rights Agreement as set forth herein;
NOW, THEREFORE, the Rights Agreement is amended as follows:
SECTION 1. Proposed Merger. The following subsection (d) is hereby added
to Section 3 of the Rights Agreement in its appropriate position:
(d) Notwithstanding anything in this Agreement to the
contrary, (i) no Distribution Date, Stock Acquisition Date or
Triggering Event shall be deemed to have occurred, (ii) neither UGI
Corporation nor any of its Subsidiaries (collectively, the
"Acquisition Group") shall be deemed to have become an
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Acquiring Person and (iii) no holder of Rights shall be entitled to
any rights or benefits pursuant to Sections 7(a), 11(a), 13(a) or any
other provision of this Agreement, in each case by reason of (x) the
approval, execution, delivery and performance of the Agreement and
Plan of Merger dated as of the date hereof among the Company, UGI
Corporation, a Pennsylvania corporation, and Vulcan Acquisition Corp.,
a Delaware corporation (the "Merger Agreement"), by the parties
thereto, (y) the approval of the Merger Agreement by the stockholders
of the parties thereto or (z) the consummation of the transactions
contemplated by the Merger Agreement; provided that in the event that
one or more members of the Acquisition Group collectively become the
Beneficial Owner of 20% or more of the Common Shares then outstanding
in any manner other than as set forth in the Merger Agreement, the
provisions of this sentence (other than this proviso) shall
terminate."
SECTION 2. Deletion of References to Continuing Directors. (a) Each
instance of the words "Continuing Directors" appearing in Sections 1(a),
11(a)(ii)(B), 11(a)(iii), 11(q), 13(e), 21 and Exhibit B of the Rights
Agreement is hereby replaced by "members of the Board of Directors of the
Company".
(b) The definition of "Continuing Director" contained in Section 1(g) of
the Rights Agreement is hereby replaced by the words "intentionally omitted".
(c) Each instance of the word "such" following the appearance of the
phrase "(a "Qualifying Offer")" in Section 11(a)(ii)(B) is hereby replaced by
the word "the".
(d) Each proviso appearing in the first sentence of Section 23(a) of the
Rights Agreement is hereby deleted in its entirety.
(e) Subsection (ii) appearing in the the fourth sentence of Section 26 of
the Rights Agreement is hereby deleted in its entirety and the subsection
designation "(iii)" immediately following subsection (ii) is hereby changed to
"(ii)".
(f) Each instance of the parenthetical "(with, where specifically provided
for herein, the concurrence of the Continuing Directors)" in Section 28 of the
Rights Agreement is hereby deleted in its entirety.
(g) The words "or the Continuing Directors" appearing in the last sentence
of Section 28 of the Rights Agreement is hereby deleted.
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SECTION 3. Effectiveness. This Amendment shall be deemed effective as of
the date first set forth above. Except as amended hereby, the Rights Agreement
shall remain in full force and effect and shall be otherwise unaffected hereby.
SECTION 4. Miscellaneous. This Amendment shall be deemed to be a contract
made under the laws of the State of Delaware and for all purposes shall be
governed by and construed in accordance with the laws of such state applicable
to contracts to be made and performed entirely within such state. This
Amendment may be executed in any number of counterparts, each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument. If any
term, provision, covenant or restriction of this Amendment is held by a court
of competent jurisdiction or other authority to be invalid, illegal, or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
UNISOURCE WORLDWIDE, INC.
By: /s/ Thomas A. Decker
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Name: Thomas A. Decker
Title: Senior Vice President and
General Counsel
NATIONAL CITY BANK
By: /s/ Sherry L. Damore
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Name: Sherry L. Damore
Title: Vice President
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